Zergaw Cloud Terms and Conditions

ZERGAW CLOUD

TERMS & CONDITIONS OF SERVICE

For Cloud Infrastructure and Related Services Purchased Online

These Terms & Conditions constitute a legally binding agreement between ZERGA Technologies Share Company, operating as ZERGAW CLOUD, and the individual or entity purchasing, subscribing to, or otherwise using ZERGAW CLOUD's services. By checking “I Agree,” creating an account, placing an order, or otherwise accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms, along with any policies incorporated by reference, including the Acceptable Use Policy, Service Level Agreement, and Privacy Policy (collectively, the “Agreement”). If you do not agree, you must not access or use the Services.

1. Definitions

• “Services” means ZERGAW CLOUD's cloud infrastructure and related offerings, including virtual cloud servers, bare metal servers, cloud storage, virtual networking, load balancing, backup, disaster recovery, firewall, VPN connectivity, managed services, and associated technical support, as ordered by the Customer.
• “Customer Content” means all data, applications, software, text, files, and other content uploaded, stored, transmitted, or processed by the Customer or its End Users through the Services.
• “End User” means any individual the Customer permits to access or use the Services, including employees, contractors, and customers of the Customer.
• “Order” means any order form, online checkout, subscription plan, or service order confirming the Services purchased, pricing, and billing terms.
• “Affiliates” means entities that control, are controlled by, or are under common control with a party.

2. Acceptance of Terms; Eligibility

By registering for an account, submitting an Order, or using the Services, the Customer represents that: (a) it has the legal capacity and authority to enter into this Agreement; (b) if entering on behalf of an entity, the individual accepting these Terms is authorized to bind that entity; (c) the Customer is at least 18 years of age; and (d) all registration and billing information provided is accurate, current, and complete. ZERGAW reserves the right to refuse service, suspend, or terminate accounts where eligibility requirements are not met or where information provided is false or misleading.

3. Scope of Services

ZERGAW CLOUD provides cloud infrastructure services, including but not limited to virtual cloud servers, bare metal servers, cloud storage, virtual networking, load balancing, backup services, disaster recovery solutions, firewall services, VPN connectivity, and related infrastructure and technical support, as further described on the ZERGAW CLOUD website or in the applicable Order. ZERGAW may modify, enhance, or discontinue specific features of the Services from time to time in accordance with Section 19 (Changes to Services and Terms), provided that any material reduction in a paid feature will not apply retroactively to a prepaid term without notice.

4. Account Registration and Security

The Customer is responsible for maintaining the confidentiality of its account credentials, API keys, and access tokens, and for all activities that occur under its account, whether or not authorized by the Customer. The Customer must notify ZERGAW immediately upon becoming aware of any unauthorized access to or use of its account. ZERGAW is not liable for any loss or damage arising from the Customer's failure to safeguard its account credentials.

5. Fees, Billing, and Payment

The Customer agrees to pay all fees associated with the selected Services in accordance with the pricing and billing period specified at the time of purchase. Unless otherwise specified in the applicable Order, billing is pre-paid. Fees are non-refundable once the applicable billing cycle has commenced, save as required by applicable law or as expressly stated in a separate refund policy.

Unless otherwise stated at the point of purchase, all prices displayed on the ZERGAW website or customer portal are all-inclusive, meaning they already account for applicable taxes, duties, levies, and standard service charges, and the Customer will not be charged additional amounts beyond the displayed price for the corresponding Service tier and usage.

Late or failed payments may result in service restriction, suspension, or termination in accordance with Section 15 (Suspension of Services). ZERGAW may apply late payment interest and reasonable collection costs to the extent permitted under Ethiopian law. ZERGAW may change its pricing prospectively upon notice as described in Section 19.

6. Customer Responsibilities

The Customer is solely responsible for: (a) providing accurate and complete information necessary for service delivery; (b) configuring, securing, and managing its applications, operating systems, data, software licenses, and security settings within the cloud environment; (c) ensuring that its use of the Services, and all Customer Content, complies with applicable Ethiopian law and any other law applicable to the Customer's business or End Users; and (d) all acts and omissions of its End Users, which shall be treated as acts and omissions of the Customer for purposes of this Agreement.

7. Data and Backup Responsibility

Unless the Customer has separately subscribed to a ZERGAW backup or disaster recovery service, the Customer is solely responsible for implementing and maintaining adequate backups of all Customer Content. ZERGAW does not guarantee the completeness, integrity, or recoverability of any backup, whether self-managed by the Customer or provided as a subscribed service, and to the fullest extent permitted by law shall have no liability for data loss, corruption, or unavailability arising from the Customer's failure to maintain adequate backups.

8. Acceptable Use Policy

The Customer must not use, and must not permit any End User to use, the Services for any unlawful, harmful, or unauthorized purpose. Prohibited activities include, without limitation:

• Hacking, unauthorized access to, or interference with any system, network, or account;
• Distribution of malware, ransomware, or other malicious code;
• Spamming, phishing, or other unsolicited bulk communications;
• Denial-of-service attacks or other conduct that disrupts network integrity or availability;
• Hosting, storing, or distributing illegal content, or content that infringes the intellectual property, privacy, or publicity rights of any third party;
• Any activity that threatens the security, availability, or integrity of ZERGAW's infrastructure or other customers' data;
• Circumventing usage limits, security controls, or metering mechanisms of the Services.

ZERGAW reserves the right, but assumes no obligation, to monitor, investigate, and take corrective action — including content removal, suspension, or termination — in response to a suspected or confirmed violation of this Acceptable Use Policy, without liability to the Customer for such action.

9. Customer Data Ownership and ZERGAW Access

As between the parties, the Customer retains all right, title, and interest in and to Customer Content. ZERGAW will not access, use, or disclose Customer Content except: (a) as necessary to provide, maintain, or support the Services; (b) to comply with a legal obligation, valid court order, or binding regulatory requirement; (c) to investigate a suspected violation of the Acceptable Use Policy or a security incident; or (d) as otherwise authorized in writing by the Customer. ZERGAW will handle any personal data processed on the Customer's behalf in accordance with applicable Ethiopian data protection law, including the Personal Data Protection Proclamation, and its published Privacy Policy.

10. Intellectual Property

All intellectual property rights in and to ZERGAW CLOUD's platform, infrastructure, software, management tools, documentation, trademarks, logos, and related technology are and remain the exclusive property of ZERGAW or its licensors. Nothing in this Agreement transfers any ownership right in ZERGAW's intellectual property to the Customer. The Customer is granted a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely for its own internal business purposes during the term of this Agreement. The Customer must not copy, reverse-engineer, decompile, resell, sublicense, or create derivative works of the Services except as expressly permitted in writing by ZERGAW.

11. Service Availability and Service Levels

ZERGAW will use commercially reasonable efforts to maintain the availability and reliability of its cloud infrastructure in accordance with the Service Level Agreement (SLA) applicable to the Customer's subscribed Services, if any. Service interruptions resulting from scheduled maintenance, emergency maintenance, third-party service failures, Customer actions or omissions, or Force Majeure events (Section 18) are excluded from any service availability commitment. Where an SLA applies, service credits (if any) shall be the Customer's sole and exclusive remedy for a failure to meet the applicable availability commitment.

12. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZERGAW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL MEET THE CUSTOMER'S SPECIFIC REQUIREMENTS. USE OF THE SERVICES IS AT THE CUSTOMER'S OWN RISK.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZERGAW AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUBJECT TO THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF ZERGAW ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER TO ZERGAW FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable Ethiopian law, including liability for death, personal injury, or fraud.

14. Indemnification

The Customer agrees to defend, indemnify, and hold harmless ZERGAW, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Customer's breach of this Agreement; (b) the Customer's or an End User's use of the Services; (c) any Customer Content that infringes, misappropriates, or violates the intellectual property, privacy, or other rights of a third party; (d) any violation of the Acceptable Use Policy; or (e) the Customer's violation of applicable law. ZERGAW will provide prompt notice of any such claim and reserves the right to participate, at its own expense, in the defense of any matter subject to indemnification. The Customer shall not settle any such claim in a manner that admits fault by or imposes obligations on ZERGAW without ZERGAW's prior written consent.

15. Confidentiality

Each party agrees to protect any confidential or proprietary information disclosed by the other party in connection with this Agreement using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Neither party will disclose the other's confidential information to any third party except where required by law, necessary for the delivery of the Services, authorized in writing by the disclosing party, or disclosed to a party's professional advisors under a duty of confidentiality. This Section survives termination of this Agreement.

16. Suspension of Services

ZERGAW may suspend or restrict access to the Services, in whole or in part, without liability, where: (a) payment remains overdue after notice; (b) the Customer's use poses a security risk, or violates the Acceptable Use Policy or applicable law; (c) suspension is required to comply with a legal or regulatory obligation; or (d) suspension is reasonably necessary to prevent harm to ZERGAW's infrastructure or other customers. ZERGAW will, where reasonably practicable, provide advance notice of suspension and will restore Services promptly upon resolution of the underlying issue.

17. Term and Termination

This Agreement remains in effect for as long as the Customer maintains an active subscription to the Services. ZERGAW may suspend or terminate the Services, in whole or in part, due to non-payment, illegal activity, or a material violation of this Agreement, subject to any cure period specified in the applicable Order or SLA. Either party may terminate for the other party's uncured material breach upon written notice. Upon termination, the Customer remains responsible for all outstanding charges and must retrieve its Customer Content prior to termination or within any applicable data retention period stated in ZERGAW's policies, after which ZERGAW may delete such Customer Content without further notice or liability.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, war, civil unrest, labor disputes, internet or power outages not caused by ZERGAW, telecommunications or utility failures, and third-party service or infrastructure failures.

19. Changes to Services and Terms

ZERGAW may modify these Terms, service features, technical specifications, pricing, or infrastructure offerings from time to time upon reasonable notice, which may be provided by posting updated Terms on the ZERGAW website, by email, or through the customer portal. Material changes will take effect no earlier than the notice period stated at the time of posting. Continued use of the Services after the effective date of any change constitutes the Customer's acceptance of the revised Terms. If the Customer does not agree to a material change, its sole remedy is to discontinue use of the Services and terminate its account before the change takes effect.

20. Export Control and Sanctions Compliance

The Customer represents that it is not located in, under the control of, or a national or resident of any country or party subject to applicable trade sanctions, and that it will not use the Services in violation of any applicable export control, sanctions, or anti-money-laundering laws. ZERGAW reserves the right to suspend or terminate Services where necessary to comply with such laws.

21. Assignment

The Customer may not assign or transfer this Agreement, in whole or in part, without ZERGAW's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor agrees in writing to be bound by this Agreement. ZERGAW may assign this Agreement to an Affiliate or in connection with a merger, reorganization, or sale of assets without the Customer's consent.

22. Notices

All formal notices under this Agreement must be in writing and delivered by email (to the address on file), courier, or registered mail to the addresses designated by each party. Notices are deemed received upon confirmed delivery, or on the next business day for email sent during business hours.

23. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Federal Democratic Republic of Ethiopia, without regard to conflict-of-law principles. The parties will first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation. If the dispute is not resolved within thirty (30) days, either party may submit the dispute to the competent courts of Addis Ababa, Ethiopia, which shall have exclusive jurisdiction, or, where the parties separately agree in writing, to binding arbitration seated in Addis Ababa.

24. Severability; Waiver; Entire Agreement

If any provision of this Agreement is held invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. This Agreement, together with any Order, SLA, Acceptable Use Policy, and Privacy Policy incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to its subject matter.

25. Contact Information

For questions regarding these Terms, please contact ZERGAW CLOUD at hello@zergaw.com or ZERGAW Building, 2nd floor, ICT Park Addis Ababa, Ethiopia.

ACKNOWLEDGEMENT AND ACCEPTANCE

By selecting “I Agree” and proceeding with a subscription or purchase, the Customer confirms that it has read, understood, and agrees to be bound by these Terms & Conditions, the Acceptable Use Policy, the applicable Service Level Agreement, and the Privacy Policy.

☐ I have read, understood, and agree to the ZERGAW Cloud Terms & Conditions.